After the Storm: A Special Report Presentation on Shareholder Activism

This presentation was given by Damien Park from Hedge Fund Solutions at Kaplan Fox's June 3-4 conference on Recovery Risk & Returns: A Summit on Corporate Governance for Institutional Investors.

Special Report on Shareholder Activism: Presentation at Kaplan Fox Conference on "Recovery Risk & Returns"

The Future of the Board of Directors

On June 23 Marty Lipton from Wachtell, Lipton, Rosen & Katz gave a keynote speech at the Chairman & CEO Peer Forum at the New York Stock Exchange.  The title of the speech is The Future of the Board of Directors (transcript available here).

Here are a few highlights from the speech:

"In an effort to think about the board of directors of the future, we need to start with what we expect the board to do today and the rules we have set governing how directors are selected, how they function and how they relate to shareholders - not only the legal rules but also the aspirational "best practices" that we have allowed to influence corporate and director behavior.  We also need to look at how corporate management and boards are perceived by the media, the public and elected officials in the post-financial crisis era.

We expect boards to:

• Choose the CEO, monitor his or her performance and have a detailed succession plan in case the CEO becomes unavailable or fails to meet performance expectations.
• Provide business and strategic advice to management and approve the company’s long term strategy.
• Determine the company’s risk appetite (financial, safety, reputation, etc.) and monitor the management of those risks.
• Monitor the performance of the corporation and evaluate it against the economy as a whole and the performance of peer companies.
• Monitor the corporation’s compliance with legal and regulatory requirements and respond appropriately to “red flags.”
• Take center stage whenever there is a proposed transaction that creates a seeming conflict between the best interests of stockholders and those of management, and sometimes even when the conflict is more imagined than real, including takeovers.
• Set the standards of social responsibility of the company, including human rights, and monitor performance and compliance with those standards.
• Oversee government and community relations.
• Determine executive compensation.
• Interface with shareholders.
• Plan for and deal with crises.
• Approve the company’s ethical standards and programs and take responsibility for “tone at the top.”
• Monitor and evaluate the board’s own performance and seek continuous improvement."

Lipton went on to provide some foresight into how boards may operate in the future: 

1. The trend to smaller boards will be reversed in order to have a sufficient number of independent directors for the audit, nominating and compensation committees and to add directors who have special expertise and are not necessarily independent.
2. A separate risk committee will likely become common at companies where risk plays a significant role.
3. Time demands of board service will result in more use of modern conferencing and communication technology; companies will have very frequent special meetings and resort widely to outside experts.
4. In a few years the seperation of the Chairman and CEO role will be more widespread.
5. The lives of CEOs and board of directors will become more challenging.

Click here to download the entire speech.

Walls - 2010 Tour 7"

I bought this at that Mind Eraser / Slang show too. Surprisingly, Jensen of Iron Lung HQ was filling in on drums for Mind Eraser so he had all of his shit for sale as well. Walls finally offer some new rippers after touring off those two 12"s for almost the past two years. This single has two new downer, Rorschach-esque, savage slammers and a delightful cover of the great Midwest USHC champions, Die Kreuzen. Very nice screened covers on this record too. This is only available on tour directly from the band. I expect many more exciting things from Walls, and the already empirical Iron Lung label.

download here.

Warning//Warning - My World 7"

If you haven't heard the Warning//Warning demo of last year yet, please get yer head out of yr ass. I'm kind of confused by this band though...They're from France, but sing in English, but have Japanese song titles/printed lyrics. I don't think anyone in this band is from Japan either, "Fabro, Nico, Olive, and Fish" all sound pretty frenchie to me. I also don't know if they're just a bunch of French hipsters that discovered recordings sound 'cool' if you set up a recorder in a tin-can across the room combined with delayed vocals, and somehow got a cool graphic designer to punk-out all their artwork. Whatever. Who cares. This shit is great. Total Japanese noisecore worship, in the vein of bands like Tranquilizer, Confuse, Coward etc. Classic "broken english" styled lyrics and killer wah-pedal effects too. I guess some of these dudes were in that french raw-punk band Gasmask Terror. Hope this guys head to the states soon. The first track is titled in Japanese text, but, I obviously don't know Japanese, or where to find those stupid characters on the internet, so deal with it. You can download their demo and new cassingle at their fancy website. Contact the band for a copy. warningwarning[at]riseup.net. Enjoy.

download here.

Ecoli - Swarm On The Swine 7"

Three new cuts from these Bay Area freaks. Weirdest recordings so far from Ecoli. Taking their sound to a whole new level of filthy, unrelenting innovation. Some real creepy crawly lyrics on here too, "Melting meat globs released, dirty puddles of feces". Sadly this EP is short, I wish there were at least 3 more tracks on here. Still quite fantastic though. If you liked Ecoli's previous recordings, be sure to pick this papi up. Brought to you by Stress Domain Records. Don't miss these surfin' California hotties on tour, that's on the road right now.

download here.

The A-Team - Clusterfuck 7"

Some essential early 2000's Boston HC right for yas. One of the more under-rated/under-listened bands of that era, the A-TEAM. This shit is the REAL DEAL and just plain hard. Also probably one of the best cuts of the early 00's. Killer riffs, crucial mosh parts, and some nasty hooks, making this 7" a true "no slow all go" masterpiece. If any record could amount to heroin or something...this might be it. I'd been meaning to listen to this band for so long and could never find copies off or online, but finally snagged a copy of off ebay recently, so here it is. This is also Painkiller 001. Rip it up.

download here.

Sorry Excuse - Listen With Prejudice 7"

Another batch of sweet grooves from the seemingly most bleak area east of the rockies: Kansas City. SorryxExcuse hammer though 8 straight edge dazzlers in exactly 5 minutes. Sorry Excuse bring a step forward in HC2k10, tossing out any hint of top 40 HC bullshit or the mystery punk burden, but bringing back the ravaging speed and energy of the Repos with the hard mosh rules from the Lockin' Out empire. Half these dogs also jam with No Class. Shoot yourself in the foot if you missed their little east coast excursion a few weeks ago. This is the just the tour version, got dis at their gig in Chicago a few weeks ago, regular copies are yet to be available. Peep ThirdxParty records till the record gets it's proper release, maybe contact them for some extra tour copies. Killer stuff all around here.

download here.